I was 10 years old when my best friend and I saw Josie And The Pussycats, the 2001 film starring Rachael Leigh Cook, Tara Reid, and Rosario Dawson. From that first in-theaters viewing, we were obsessed. We wanted to be the Pussycats, the classic pop-rock trio from the Archie comics universe, so badly. After the movie, we headed to Tower Records to buy the soundtrack on CD. The movie’s hopelessly catchy opening song, “3 Small Words,” became our 4th grade anthem: “I’m a punk rock prom queen!”

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But it was actually only this year — after hearing that the soundtrack would be reissued on vinyl for the first time ever, by Mondo on September 26 — that I discovered these songs were the product of an epic all-star collaboration between a handful of the best pop and indie rock songwriters of the ’80s and ’90s. Kay Hanley, lead singer of vibrant alt-rock group Letters to Cleo, voiced Josie during the musical scenes, Singin’ In The Rain-style. Legendary R&B producer Kenny “Babyface” Edmonds served as executive producer and worked on half the songs, with lots of input from writer/director duo Deborah Kaplan and Harry Elfont. Fountains Of Wayne’s Adam Schlesinger produced the other half, while The Go-Gos’ Jane Wiedlin, that dog.’s Anna Waronker, Jellyfish’s Jason Falkner, Gigolo Aunts's Dave Gibbs, and Adam Duritz of Counting Crows all contributed melodies and lyrics.

Josie and the Pussycats is a feel-good relic from a pre-9/11, pre-iPod world, a time Tara Reid recently described as “almost like a fantasy.” The film, which follows a small-town band as they’re lured into a corporate mind-control scheme, is both a girl-power treasure and a sarcastic parody of consumer capitalism. It was a critical and commercial flop; something about its self-aware cynicism put off its turn-of-the-century tweenage audience. But it really holds up 16 years later, not least because of historic performances by its leading trio, plus Alan Cumming and Parker Posey as nefarious record execs.

More than anything, it's the music that has endured. Deb and Harry’s authenticity politics made it into the songs, too: Waronker, Gibbs, and Duritz’s “You’re A Star” was a shimmering rock rager with borderline socialist lyrics (“Ain't got to waste your time in shopping malls / Slam the door / Let's tear down the walls”), while tracks like the bubbly “I Wish You Well” became feminist anthems for a new millennium: “I wish you love / I wish myself / All of the above.” And before I even really understood it, polyrhythmic fan-favorite “Pretend To Be Nice” warned me about sucky dudes. The not-so-subliminal messages of self-reliance have stuck with me to this day.

For years, these songs were only available on CD. That changes on Tuesday, when the vinyl reissue hits. The same day, a hodgepodge of songwriters and artists and actors and producers are getting together in L.A. for a screening and a very special live performance. We're having a party, too, in the form of this sprawling and celebratory oral history featuring memories and tributes from the people behind the cult soundtrack album, plus interviews with the song-makers it inspired, like Sadie Dupuis and Charly Bliss.

Sharon Gong
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Universal Pictures/MGM

HARRY ELFONT (writer/director): Deb and I had made a little bit of a name for ourselves when we did A Very Brady Sequel, which showed we could do a kitschy adaptation. But because we had done that, we were reluctant to do Josie and the Pussycats. I think we actually said “no” a couple of times. But then we realized, It’s a story about a band. We can do a musical. We can actually do a movie-musical. That’s when we got excited. We had grown up in the era of rock and “authenticity.” Everything that was happening in pop music at the time seemed so manufactured. It felt very plastic. So we thought, Maybe we set it in that world and kind of satirize what’s going on right now. And that’s how it got started.

KENNY “BABYFACE” EDMONDS (music producer): My ex-wife Tracy [Edmonds] was one of the producers on the film. I think she talked to Deborah and Harry and they asked if I would be interested in producing the music for it. [Pop-rock] was something that I hadn’t done at that point. I was a Josie and the Pussycats fan. I sat and met with them and got a clear vision of where they wanted to go.

HARRY ELFONT: We told Kenny the sound we were going for. At the time the touchstone was kind of like an all-woman Blink-182 — a power-pop band with a bit of a punk feel. And Kenny let us guide it. He was very helpful in terms of resources and bringing people in that he thought might be great players, or add something to the songwriting group.

DEBORAH KAPLAN (writer/director): We started with some friends of ours that we know from around here, like [Boston songwriter] Dave Gibbs of Gigolo Aunts. Between Dave and Babyface, we were able to sort of collect everybody else.

JANE WIEDLIN (formerly The Go-Gos, currently elettrodomestico): I wasn’t super surprised when Harry and Deborah called. I was glad they called. I thought that I was the right guy for the job. I was totally stoked that I was gonna get to write with Jason Falkner — Jellyfish is one of my all-time favorite bands. I was also super stoked to work with David Gibbs, who is a great writer. But then I got there and it was like this whole room of people; there were like a thousand songwriters on the songs that I did [“Come On” and “You Don’t See Me”]. It was insane. I’ve never experienced anything like that before. Usually when I write I feel confident and joyful. But this experience was hard.

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ANNA WARONKER (songwriter, lead singer of that dog.): I was just finishing my first solo record, and I was always submitting songs to movies. [Deb and Harry] wanted to do “I Wish You Well,” and I said “sure.” My publisher at the time set me up with one of the writers he was working with, so we had a session. Then all of a sudden “You’re A Star” was being used, too. I guess Adam Duritz [from Counting Crows] also wrote on the song, though not when I was there. It was kind of exciting. It was also kind of silly. I was a fan of the cartoon. I don’t know what I expected.

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The songwriters were making progress, but what the team really needed was a Josie — a singing voice to match Rachael Leigh Cook.

HARRY ELFONT: The process of finding the voice for Josie was difficult. We wanted to see if Rachael Leigh Cook could sing. She sang backup, but she wasn’t really comfortable with the lead vocals. So we went on a search of who could match her voice. We had these recording artists come in and sing. It was just incredible. Tracy Bonham came in, and was so impressive. Anne Previn came in and tore it up. I think Deb got behind the mic at one point.

DEB KAPLAN: I did! I was like, “Maybe I can do it, I don’t know.”

HARRY ELFONT: But it wasn’t until Kay came in that we felt we’d really found it.

KAY HANLEY (the voice of Josie, and lead singer of Letters to Cleo): My friend Dave Gibbs had moved out to L.A. and was working with Deb and Harry and a few other folks on songs for the movie. Dave was like, “Oh my gosh you should totally get my friend Kay to come out and do the voices of the [other] Pussycats, this is so up her alley.” So they flew me out. But by the time I got from Boston to L.A. with my [then-]husband and my 11-month-old child, they had decided that the woman that they’d chosen for Josie — you couldn’t see her voice coming out of Rachael’s mouth. So they shit-canned her, which left me in a position to take the gig for myself. Long story short, I was in the right place at the right time.

HARRY ELFONT: We made her sing those songs over and over. We just wore her voice out. Most of the tracks we used were the ones where she was like, “Guys I can’t do this anymore.” And we were like, “No, that’s the one. The one where your throat is bleeding and you’re coughing, that’s what we’re gonna use.”

KAY HANLEY: I sang in a rock band, but I didn’t think that I could do other people’s songs. So for me to get paid for it was very freeing. I think you can hear it in my voice — I’m just like, Waaahhhhh!!!! I was so psyched. I think that comes through.

HARRY ELFONT: As we were recording, the songs we wound up with felt a little more like pop songs. We realized late in the process that we had written into the script that the very first song they play should have more of a raw sound. And then they’d end up being manufactured. We realized, the songs we had do already felt a little manufactured. We went back to the drawing board late in the process.

KAY HANLEY: [At first], there were just the Babyface-produced songs. We did all of those out here in L.A.. So when that was done, I went back home. A couple of weeks later — maybe months, I’m not really sure — I got a call saying “Hey, they’re gonna actually do a soundtrack for the movie, we’re gonna cut three or four more songs. Can you do it?” And I was like, “Hell yeah!” We did the [second] round in Boston at Q Division, which is where we made all the Letters to Cleo records. Adam Schlesinger drove up from New York to Boston and we holed up for a couple weeks.

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“It absolutely changed my life, that one day in the studio with Babyface. I’ll never forget it.” —Kay Hanley

ADAM SCHLESINGER (producer and Fountains Of Wayne frontman): Deb and Harry asked if I wanted to write something. I wrote “Pretend To Be Nice,” and I played it for them. They took that and recorded it, with Babyface producing. I stopped by the studio and gave them my two cents about it. I had a little part in the song that was like, “Oeoeoeooooooo,” like this hooky thing. I told Babyface, “I don’t know what instrument that should be.” And he was like, “What, are you kidding me? That should definitely be a vocal, just like how you’re doing it.”

HARRY ELFONT: Deb and I sat with Dave Gibbs and we came up with a more aggressive-sounding song, “3 Small Words,” very quickly. That became the touchstone for like, This is really what the band sounds like. It was a little grittier — at least at the time it felt grittier, not that it’s a real grunge song. Babyface heard that and he was like “Oh, this is great, this is a hit song.” I think it was fun for him to play in a slightly different genre than he had been known for at that time.

BABYFACE: It ended up being so much fun, being a part of this whole film. It was a joy. It was a labor of love. It was something that was fun for me. I learned a lot from the whole process. Working with Adam [Schlesinger], working with Rachael [Leigh Cook], watching Deborah and Harry create — the whole thing was something that I took a lot out of.

KAY HANLEY: Babyface had studios and houses all over L.A. — and I recorded at all of them, I think. The day we did “You Don’t See Me,” I confided in Kenny, like, “Look, I can’t do this song. I don’t know how to sing like this.” I said to him, “I’m not like, a singer.” And he was like, “You’re absolutely a singer, and I know for a fact that you can do this.” He made me feel like I knew what I was doing. For the first time in my life I really viewed myself as a singer. It absolutely changed my life, that one day in the studio with him. I’ll never forget it.

After the songs were finished, it was time for the actors to become rock stars. That meant a trip to "band camp," literally.

RACHAEL LEIGH COOK (Josie): We got to meet Kay before we went to shoot. She completely eased my nerves about the performance aspect. They had us doing this “band camp” where we would rehearse our instruments and do a performance. This really high-energy pop punk band called Powder were our performance coaches; they had everything short of pyrotechnics. High-kicks. Lots of jumping. Like, borderline acrobatic moves. It was really intimidating. I’m just going Oh dear — I don’t think that’s going to happen. And then Kay came in, and would just sing her heart out and stay at the mic, pretty much. My shoulders dropped when I saw that. I was like, This is it. She’s the girl. We’re gonna be fine.

TARA REID (Melody): We couldn’t just go up there and fake it. I had to get drum lessons, Rachael had to get guitar lessons, Rosario had to get bass lessons. We did it every day for like a couple months. I remember at the beginning I couldn’t separate my hands from my feet and they were like, Oh god, she’s never going to learn. Like, it was a disaster. And then one day I just got it. It was kind of like riding a bike without training wheels at first, like, I’m never gonna be able to do it. And then I rode the bike.

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RACHAEL LEIGH COOK: Man, they had a lot of confidence casting three girls who had no idea how to play music as soon-to-be professional musicians. That was a bold move. Sweet and Low Down, that movie where Sean Penn plays a jazz musician, had just come out, and he was under a ton of fire for not being able to play accurately. I think that got into Deb and Harry’s heads a little. They wanted the credibility. I remember thinking, I could fake this pretty damn well. As hard as it was, I’m really glad that they did make us knuckle down and really learn how to play the songs.

TARA REID: They’re all so catchy. [sings “3 Small Words”]. They were all different. It was a different relationship with every song.

RACHAEL LEIGH COOK: My favorite song to perform was “Pretend To Be Nice.” But my favorite songs on the soundtrack are actually both of the Du Jour songs. I was completely blown away by “Back Door Lover.” I cannot believe they got away with that! I’m still amazed. Maybe I’m old fashioned. But, this nice little PG-13 movie, and you just open with that?! I mean come on. Deb and Harry are geniuses, full stop.

BABYFACE: I always thought there should be a followup called Du Jour, ‘cause they were just great.

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The movie was maybe too weird and satirical for its audience, and it flopped. Peter Travers called it "too hip for the room."

TARA REID: When it first came out, people didn’t get it.

KAY HANLEY: I hear this a lot now, that it was really ahead of its time. That it said a lot. That it had a certain sarcasm that had yet to be embraced by the zeitgeist. It also had messages about conspicuous consumption. None of this stuff had really taken hold yet. I mean, I got it, because I knew Deb and Harry, and I knew their sense of humor. But I think people just didn’t get it, and that was really disappointing.

DEB KAPLAN: We got so decimated by the critics that there were years and years and years in which I couldn’t even watch the movie.

HARRY ELFONT: You don’t try to make a cult movie. You wanna try to make the movie that people are going to embrace. We talked a lot about how we didn’t really want to set out to make — as our producer Marc Platt called it — a “feathered fish.” It was a movie about these girls that was aimed at teenage girls, or younger. But at the same time we wanted to make a very dark satire about commercialism. So there was a disconnect between what we were doing thematically and the story we were telling. There was a certain point during the production where we looked at the dailies and I had that moment of panic like, Oh, fuck. We’re making a cult movie. I can see what’s happening. I had a flash of what we had on our hands, and that, by nature, it wasn't gonna be embraced by a lot of people immediately.

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We have also been accused of making fun of the audience that the movie was for. We were saying like, “You’re all mindless teenagers! You’re gonna eat whatever they feed you!” And then we were feeding them something. It wasn’t until those kids grew up and gained perspective from their own youth that they could see what was going on.

DEB KAPLAN: I don’t think we were psychic, but we did see the way things were going. We came up on grunge music and individuality. And all of a sudden it all started to disappear so quickly, and it was like we were being force-fed something shiny and clean and sanitized. Josie was a reaction to that.

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“I had that moment of panic like, Oh, fuck. We’re making a cult movie. I can see what’s happening.” —Harry Elfont

HARRY ELFONT: There are sequences in the movie where it’s all about CD stores. There’s a whole sequence in a Virgin Megastore. And literally that same year the movie was released, the iPod was released, and it all went away. Mp3s were around, people would use Napster — but people were still buying CDs. It’s a snapshot of the end of that time in the music business, where it was about CD sales and climbing the charts.

DEB KAPLAN: The fact that [Wyatt, played by Alan Cumming] has that jewel case in his car, and he holds it up — he’s just looking for something that looks good on a cover. They’re holding instruments, but he’s not even heard them play or sing: the package looks good from the outside, what we put inside of it is sort of irrelevant, with the exception of those subliminal messages. It felt like at that point the music world was getting filled up with a lot of manufactured groups that just looked good next to one another, looked good in the clothes. The talent seemed to be secondary.

KAY HANLEY: In the ’90s, you did not put a brand on your show. You did not endorse things. You did not fucking do that. I remember when my band had a song on the Melrose Place soundtrack people were like, “What the fuck?” It really kind of ate up our cred a little bit. Now it’s like, people don’t even care about record sales, they’re looking for their Nokia deal. I’m not saying there’s anything wrong with that per se, but it was different. Not to say that it was so pure in the ’90s and that people didn’t realize that you could make a living, or if you were a band like U2 or Nirvana or even The Breeders, you could make a great living. But now people are looking to make, like, fucking IPO money from music. It’s just different. [Rock music] feels a little bit more mercenary now. The most daring punk rock shit I hear now is hip-hop.

JANE WIEDLIN: It’s a light movie, but there were some things they brought up that I thought were super real. Like how they changed their name from The Pussycats to Josie and the Pussycats. That happens to a lot of bands. 10 or 20 years ago when Go-Gos were touring — we just retired from touring last year — a lot of people started saying, “What if we advertised you as Belinda Carlisle And The Go-Gos?” And we were like, “Wah! That’s not very nice!”

EMILY MAXWELL (Daddy Issues drummer and Josie fan): As unrealistic as that movie is, it’s very realistic in that sense: even with the best intentions, and the best friendships, it’s a difficult thing to do — to tour, and make records, and try to get a career going. We are all best friends in my band, but like anything, it has its challenges. Not everyone agrees all the time. Especially if you have any other people giving input. We’re not signed to a major label like in the movie, but I would imagine that having someone telling you what you’re gonna do would be hard. Friendship’s number one — that’s the most important thing.

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MITSKI (artist and Josie fan): I liked how in the movie all these high-powered people in the pop industry were actually like, losers. Like, really uncool people in high school. I didn’t really think about it as a kid but now reflecting, I’m like, yeah all the “cool people” in the industry are all the people who almost want to seek revenge on society, and want to be the coolest people, because they weren’t cool.

But like the best cult flicks, Josie had staying power. It also went on to inspire a generation of real-life musicians.

DEB KAPLAN: Now I hear people say, “I saw that movie when I was a girl, and it made me realize I could pick up a guitar, I could be in a band, I could play music,” and that feels really good; in a way, almost better than, “The movie was so well-reviewed, and made a ton of money.” Not that it wouldn’t have been great to make a ton of money and get great reviews and not be put into director jail. But it’s nice at least that it had some permanence. It makes people happy. The people who love this movie love it with such a passion.

TARA REID: I can’t tell you how many people come up to me and go “Oh my god, I love Josie and the Pussycats. That’s my favorite movie. I’ve watched it thousands of times.” The cult following is huge.

EMILY REO: I remember listening to the soundtrack when I was in middle school and thinking they were the coolest. The thing that really stood out to me in the movie was that the women saved the day. They were the heroes. The part at the end where they take off their little cat ears and everyone still loves the music — that was super beautiful, and valid, because they’re such an amazing band. You don’t need marketing when your music is that good.

EMILY MAXWELL: I must have been, like, 7 when I first saw it. I remember going into my room and playing air guitar in my mirror because I thought it was really cool. I think it influenced my taste for female-fronted bands, and women in music. The Spice Girls probably started it, but Josie and the Pussycats definitely helped it along.

SADIE DUPUIS (artist and Josie fan): I was an obsessive fan of the Archie universe as a kid, and my very favorites were Josie and the Pussycats. My dad took me to see the Pussycats movie on opening weekend, and I geeked out over it so hard he bought me a cat ear headband, which I wore all the time — which definitely made me very popular in middle school. It's weird that a fictional band inspired me to start playing guitar and fronting my own band and not, like, Liz Phair or someone equally brilliant. But the soundtrack served as a gateway to Letters to Cleo, whose Wholesale Meats and Fish is still one of my top rock albums.

MITSKI: I studied the way they performed. The little gestures and facial expressions they do in those music videos, how they would rock out. I’d be like, Oh that’s how you do it! That’s how you rock out! That’s how you perform, that’s how you hold a guitar. When you’re a kid, everything is aspirational, so you look at things and think about ways you learn from and mimic it. I realized I wanted to be a musician much later. So it was more like Wow! They’re so cool!

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Sharon Gong
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Universal Pictures/MGM

“Because of this record, I ended up doing a couple songs with Fall Out Boy later on. Pete Wentz told me that exactly: ‘That got our attention.’” —Babyface

EMILY REO: That was definitely an early memory of seeing strong women in a position to be rock stars, of seeing women be that powerful in music, without men helping them. From an early age seeing something like that was really influential and inspiring to me. I feel like you still don’t see that very often.

EVA HENDRICKS (lead singer of Charly Bliss and Josie fan:) I listened to the soundtrack constantly — on long car rides, in my walkman. I was also obsessed with the movie. For a while I watched it everyday after school. I know every word to the entire film. I can’t think of any other movie that made such a massive impact and spoke to me to that degree at that point in my life.

SAM HENDRICKS (Charly Bliss drummer and Josie fan): Eva must have showed me the movie in the first place. I probably tried to pretend I didn’t like it at the time. I couldn’t stop listening to the soundtrack — both the Josie songs and the Du Jour songs. I remember it blowing my mind that Rachael Leigh Cook didn’t actually sing the songs.

EMILY REO: For a long time I thought Kay Hanley and Letters to Cleo wrote everything. But then I saw all the people involved with the songwriting. And I was like, Wow that’s a huge, diverse team. That’s so cool, I would have never ever expected Babyface to be involved in something like this. And it doesn’t sound like a crazy hodgepodge. It sounds completely cohesive and incredible.

ADAM SCHLESINGER: I don’t think we could beat this album, honestly. It came from the time. A lot of people on this record were all in these power-pop bands that were sort of not-quite-mainstream acts. Like, each of us had little flirtations with actual hits, but we were never really the biggest thing in the music world. It’s such a pleasure for everybody to write for something like this that’s really straight ahead, in-your-face pop music, and know it’s going to be in a movie. You’re suddenly not this weird left-of-center power-pop category, you’re swinging for the fence with it.

BABYFACE: Because of this record, I ended up doing a couple songs with Fall Out Boy later on. Pete [Wentz] told me that exactly: “That got our attention.” It was a fun record. I’m glad they’re reissuing it because I really miss that kind of music right now. It would be fun to see it have a resurgence. Pop, rock, punk, Blink-182-style — that music hasn’t had a place in a minute, and it would be fun to see it shine again.

Funny enough, I heard Howard Stern calling it one of his favorite albums at the time. Blew me away. Howard Stern loved it. A guy that I will always be afraid to say hello to. I heard him on the radio, and I said, “What?! Are you kidding me?”

TARA REID: It was just a special time, a special movie. There’s a really good message about love, and friendship, and loyalty. That’s something you don’t see everyday. Everyone really got along, and we all became really good friends.

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RACHAEL LEIGH COOK: The most powerful thing that hits me is how much fun it was. Every bit of fun that it looks like we had making this movie was had, and then some. It was one of those jobs that you kind of can’t believe you got paid to do. The friendship that Rosario, Tara, and I had was really special. It existed, albeit, only in that time. That kind of friendship is a beautiful thing. It lasts forever, in its own way.

BABYFACE: I looked at [the movie] a couple months ago, to show my kids, because I played a little part in it, and they didn’t know. The Captain and Tenille had an extra member that was called The Chief, and I play The Chief. My kids thought it was funny. There’s a lot of people who do. It’s one of those films that got away.

DEB KAPLAN: Someone out here [in L.A.] did an art piece, like an installation, where the artist recreated a typical teen girl’s bedroom. You were invited to come to the gallery and lie down on the bed with her and watch Josie and the Pussycats. It kind of blew my mind. It was like, clearly this movie had some kind of impact on her as an artist. It’s nice to see things like that.

HARRY ELFONT: This band Charly Bliss played the entire soundtrack at a Halloween party show in Brooklyn, which we ended up seeing video of. That was really fun.

EMILY REO: I put together a bill for the Halloween show last year, so I could cover Carly Rae Jepsen. One of my friends and I were talking about how seeing Charly Bliss as Josie and the Pussycats would be the greatest show of all time. We suggested it to them and Eva was like, “This is what I was born to do!” It ended up being the most perfect, beautiful show I’ve ever been to. It was this stuffed room of everybody singing and dancing, everyone’s middle and elementary school experiences coming together in the most positive way. I have new associations with Josie and the Pussycats after seeing that show.

EVA HENDRICKS: I never fell out of love with that movie. It’s been really cool finding new layers to stuff you loved when you were so young. It's kind of funny to realize that you’re like, always the same person. The things that stuck out to me when I was 9 are still just as amazing to me at 24.